on your rights under the UK GDPR.
IMPORTANT
Please read these Terms and Conditions of Sale carefully before purchasing from this Site. They contain important limitations and exclusions which may apply to your purchase from this Site. By placing an order on this Site, you agree to be bound by these Terms and Conditions of Sale, and any sale through this Site is conditional upon your acceptance of them. If you do not agree to any of these terms, you must discontinue use of this Site and you must not complete your Order.
You are bound by the version of the Terms and Conditions of Sale in effect on the date you complete your Order. However, we may change these Terms and Conditions of Sale from time to time at our discretion and, when we do, we will post them on the Site. It is your responsibility to review the Terms and Conditions of Sale each time you make a purchase from boxxe.
Terms & Conditions of Sale
1. INTERPRETATION
1.1 Definitions. In these Terms and Conditions of Sale, the following definitions apply:
“boxxe” means boxxe Limited (company number 02109168) whose registered office is at Artemis House, Eboracum Way, Heworth Green, York, England, YO31 7RE or any subsidiary or associated company that enters into the Order with the Customer;
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Contract” means the contract between boxxe and the Customer for the sale and purchase of the Products in accordance with these Terms and Conditions of Sales, any Order and, where applicable, the Special Terms;
“Customer” means the person, firm or company who purchases the Products from boxxe;
“Force Majeure” means an event or sequence of events beyond any party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; pandemic or epidemic, war, riot or civil unrest; interruption or failure of supplies of power, fuel, water or telecommunications service, strike, lockout or boycott or other industrial action. Inability to pay shall not be a Force Majeure event;
“Order” means the Customer's order for the Products via the Site and a written email confirmation of such completed order;
“Products” means the products (including any Software) (or any part of them) set out in the Order;
“Site” means the website from which Customer purchases Products from boxxe, namely https://boxxe.com;
“Specification” means any specification for the Products, including any related plans and drawings, that is agreed in writing by the Customer and boxxe;
“Terms and Conditions of Sale” means the terms and conditions of sale set out in this document, as amended from time to time; and
1.2 In these unless the context otherwise requires:
1.2.1 any clause headings in these Terms and Conditions of Sale are included for convenience only and shall have no effect on the interpretation of these Terms and Conditions of Sale;
1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.3 words in the singular include the plural and vice versa;
1.2.4 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non transitory form (including email); and
1.2.5 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
2. BASIS OF CONTRACT
2.1 These Terms and Conditions of Sale apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms and Conditions of Sale and, where applicable, the Special Terms. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when boxxe issues a written acceptance of the Order and payment is received in full.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of boxxe which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by boxxe and any descriptions contained in boxxe's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
3. SUPPLIER REPRESENTATIONS
3.1 boxxe shall supply the Products:
3.1.1 in accordance with the Order and Specification in all material respects;
3.1.2 using reasonable care and skill; and
3.1.3 in accordance with all applicable law.
4. PRODUCTS, ORDERING AND CANCELLATION
4.1 The Products are as described on the Site. boxxe reserves the right to amend the specification of the Products if required by any applicable supplier, statutory or regulatory requirements. boxxe makes every attempt to ensure that the Products offered for sale on the Site are described and represented as accurately and as completely as possible. However, mistakes may occur and if there are errors, boxxe reserves the right to correct and revise the descriptions.
4.2 Having regard to the prevailing statutory or other Government regulations in force from time to time and in the case of Products originating in the USA to the regulations of the US Department of Commerce, the Customer will not re-export directly or indirectly any Products without having first obtained any necessary consents or authorisations as may be required by any applicable Government regulations. In the event a Customer does re-export any Products in contravention of this clause, boxxe shall not be liable for any additional costs incurred by the Customer.
4.3 If the Products ordered become unavailable for any reason, boxxe may substitute an alternate or equivalent item and the Customer shall not unreasonably withhold acceptance of delivery.
4.4 The Customer may terminate the Order or Contract and request a refund for any Products in the following circumstances:
4.4.1 within seven (7) days of receiving the Product, the Customer may request a return and refund for any reason, provided the Customer notifies boxxe in writing;
4.4.2 within fourteen (14) days of receiving the Product, the Customer may request a return, refund or exchange in the event the Product is defective.
4.5 Unless the product is defective, the Customer shall be responsible for paying any return delivery fees and must take necessary precautions to preserve the Products. Unless you have expressly agreed otherwise, boxxe will refund Customer’s payment and original delivery fees using the same method of payment used in the original transaction. In any event, Customer will not incur a handling or cancellation fee as a result of the refund. Customer must return any Products to boxxe immediately, and in any event no more than 14 days from the date on which Customer informs boxxe of its cancellation of the Contract.
4.6 Where any Contract involves the delivery of digital content not supplied in a physical medium, Customer’s right of cancellation expires where (1) Customer expressly agrees performance of the Contract will begin prior to the expiration of the 14-day withdrawal period, and (2) Customer acknowledges that it will lose its right to cancellation if performance of the contract begins prior to the expiration of the 14-day withdrawal period.4.7 boxxe shall ensure that:
4.7.1 each delivery of physical Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and boxxe reference numbers, the type and quantity of the Products, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
4.7.2 if boxxe requires the Customer to return any packaging materials to boxxe, that fact is stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as boxxe shall reasonably request. Returns of packaging materials shall be at boxxe's expense.
4.8 boxxe shall deliver physical Products to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after boxxe notifies the Customer that the Products are ready for delivery.
4.9 Delivery of physical Products shall be completed on the Products' arrival at the Delivery Location.
4.10 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. boxxe shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure, an issue with reputable delivery third parties, or the Customer's failure to provide boxxe with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.11 The Customer shall inspect physical Products upon delivery and shall, within five (5) Working Days, notify boxxe in writing of any shortfall or non-compliance.
4.12 If boxxe fails to deliver the Products, its liability shall be limited to the costs paid by the Customer for the Products.
4.13 If the Customer fails to accept delivery of physical Products within three (3) Business Days of boxxe notifying the Customer that the Products are ready for delivery, then, except where such failure or delay is caused by a Force Majeure or boxxe's failure to comply with its obligations under the Contract:
4.13.1 delivery of the physical Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which boxxe notified the Customer that physical Products were ready; and
4.13.2 boxxe shall store the physical Products until delivery takes place and may charge the Customer for all storage related costs and expenses (including insurance).
4.14 If ten (10) Business Days after the day on which boxxe notified the Customer that the physical Products were ready for delivery the Customer has not accepted delivery of them, boxxe may refund the Customer and resell or otherwise dispose of part or all of those physical Products and charge the Customer for any shortfall below the price of the Products.
4.15 boxxe may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. QUALITY
5.1 All Products are supplied on as ‘as is’ basis. If any such Product should fail to conform to its current product description, the sole obligation of boxxe in this respect is to use all reasonable endeavours to obtain and supply a correction or a corrected version from the relevant manufacturer, provided that the Customer notifies boxxe of any such non-conformity within fourteen (14) days of the date of delivery of the Product.
5.2 Subject to clause 5.1, boxxe warrants that on delivery, and for a period of 1 month from the date of delivery, the Products shall:
5.2.1 conform in all material respects with their description and any applicable Specification;
5.2.2 be free from material defects in design, material and workmanship; and
5.2.3 be of satisfactory quality (within the meaning of the Sale of Products Act 1979).
5.3 Subject to clause 5.4, if the Customer gives notice in writing to boxxe within fourteen (14) days of delivery, that some or all of the Products do not comply with the warranty set out in clause 5.2; and
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boxxe is given a reasonable opportunity of examining such Products; and
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the Customer (if asked to do so by boxxe) returns such Products to boxxe's place of business at the Customer's cost,
boxxe shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.4 boxxe shall not be liable for Products' failure to comply with the warranty set out in clause
5.2 in any of the following events:
5.4.1 the Customer makes any further use of such Products after giving notice in accordance with clause
5.4.2 the defect arises because the Customer failed to follow boxxe's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
5.4.3 the defect arises as a result of boxxe following any design or Specification supplied by the Customer;
5.4.4 the Customer alters or repairs such Products without the written consent of boxxe;
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or usage;
5.4.6 the Products differ from their description and/or Specification as a result of changes to the manufacturer’s specification or technical data; or
5.4.7 the Products differ from their description the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Any further warranty may or may not be provided by the manufacturer and the manufacturer should be contacted for further details.
5.6 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Terms and Conditions of Sale shall apply to any repaired or replacement Products supplied by boxxe.
6. CUSTOMER'S OBLIGATIONS
6.1 The Customer shall:
6.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
6.1.2 co-operate with boxxe in all matters relating to the supply of the Products;
6.1.3 provide boxxe with such information and materials as boxxe may reasonably require in order to supply the Products, and ensure that such information is accurate in all material respects;
6.1.4 respond timely to any communications from boxxe in relation to any Order;
6.1.5 be authorised to purchase the Products and to receive delivery of the same.
6.2 If boxxe’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
6.2.1 boxxe shall without limiting its other rights or remedies have the right to suspend delivery of the Products until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays boxxe’s performance of any of its obligations;
6.2.2 boxxe shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from boxxe’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
6.2.3 the Customer shall reimburse boxxe on written demand for any costs or losses sustained or incurred by boxxe arising directly or indirectly from the Customer Default.
7. TITLE AND RISK
7.1 The risk in physical Products shall pass to the Customer on completion of delivery.
7.2 Title to physical Products shall not pass to the Customer until boxxe receives payment in full (in cash or cleared funds) for those Products and any other Products that boxxe has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
7.3 Until title to physical Products has passed to the Customer, the Customer shall:
7.3.1 store those Products separately from all other products held by the Customer so that they remain readily identifiable as boxxe's property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to those Products;
7.3.3 maintain those Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify boxxe immediately if it becomes subject to any of the events listed in clause 11.2; and
7.3.5 give boxxe such information relating to those Products as boxxe may require from time to time.
7.4 If before title to physical Products passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, then, without limiting any other right or remedy boxxe may have, boxxe may at any time:
7.4.1 require the Customer to deliver up all Products in its possession which have not been irrevocably incorporated into another product; and
7.4.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
8. PRICE AND PAYMENT
8.1 The price of the Products shall be the price set out on the Site and reflected in the Order. Prices are subject to change without notice. The prices payable are those prices valid at the time of our acceptance of your Order and are in the currency indicated on the Site at the time of purchase.
8.2 boxxe may, by giving notice to the Customer at any time up to five (5) Business Days before delivery, increase the price of the Products to reflect any increase that is due to:
8.2.1 any factor beyond boxxe's control (including foreign exchange fluctuations, increases in taxes and duties);
8.3.2 any request by the Customer to change the delivery date(s), Delivery Location, quantities or types of Products ordered; or
8.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give boxxe adequate or accurate information or instructions.
8.4 The price of the Products is inclusive of the costs and charges of packaging, but exclusive of delivery fees.
8.5 The price of the Products is exclusive of VAT, which the Customer shall pay in addition, on receipt of a valid VAT invoice.
8.6 Payment for Products shall be made upfront via the Site using an approved payment method, following which the Customer will receive an email Order confirmation. Customer agrees to pay for the product through the payment methods offered on this Site. Those payment methods may be subject to their own terms and conditions. We may use third party service providers to process and authorise payments. By placing an order, Customer is authorising boxxe and our third party service provider(s) to charge the Customer for the purchase (including any applicable taxes, delivery and customs charges) using their selected payment method. If boxxe has delivered any Product to the Customer and the Customer’s payment method fails for any reason, Customer agrees to pay boxxe the full amount due immediately upon demand.
8.7 If the Customer fails to make any payment due to boxxe under the Contract, boxxe reserves the right to cancel the Order.
9. LIMITATION OF LIABILITY
9.1 To the maximum extent permitted under applicable law, in no event and under no legal basis will boxxe, its suppliers, or licensors be liable to you or any third party for any damages, costs, or liabilities arising from or related to the purchase or use of any Products or these Terms and Conditions of Sale, including, without limitation, any direct, indirect, incidental, consequential, or special damages (e.g. damages for expense or business interruption, property damage, legal fees, lost profits, lost use, revenue, goodwill, or value of assets or securities).
9.2 boxxe’s total aggregate liability arising out of or related to the purchase and sale of a Product is limited to the amount paid by the Customer for such Product.
9.3 The above limitations of liability form the fundamental basis of the bargain between you and boxxe. The above cap on liability will not apply to liability for boxxe for (a) death or personal injury; or (b) damages caused by boxxe’s fraud, fraudulent misrepresentations, intentional misconduct, gross negligence, or any other matters for which liability cannot be excluded or limited under applicable law.
9.4 Nothing in this section limits or excludes liability that cannot be limited or excluded under applicable law.
10. CONFIDENTIALITY
10.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain.
10.2 The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
10.3 This clause 10 shall survive termination of the Contract.
11. TERMINATION AND SUSPENSION
11.1 If the Customer becomes subject to any of the events listed in clause 11.2, boxxe may terminate the Contract with immediate effect by giving written notice to the Customer.
11.2 For the purposes of clause 11.1, the relevant events are:
11.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
11.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
11.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
11.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
11.2.5 (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
11.2.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
11.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
11.2.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
11.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.1 to clause 11.2.8 (inclusive);
11.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
11.2.11 the Customer's financial position deteriorates to such an extent that in boxxe's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
11.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.3 Without limiting its other rights or remedies, boxxe may:
11.3.1 suspend provision of the Products under the Contract or any other contract between the Customer and boxxe if the Customer becomes subject to any of the events listed in clause 11.2.1 to clause 11.2.12, or boxxe reasonably believes that the Customer is about to become subject to any of them; or
11.3.2 suspend or terminate the Contract, if the Customer fails to pay any amount due under this Contract on the due date for payment or otherwise breaches any term of the Contract.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to boxxe all of boxxe's outstanding fees due and payable.
11.5 On termination of the Contract for any reason, the Customer shall return all of the boxxe Products which have not been fully paid for. If the Customer fails to do so, then boxxe may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract
11.6 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
11.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. GENERAL
12.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
12.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
12.1.2 uses reasonable endeavours to minimise the effects of that event.
12.2 If, due to Force Majeure, a party:
12.2.1 is or shall be unable to perform a material obligation; or
12.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days or more, the other party may, terminate the Contract on immediate written notice.
12.3 boxxe’s rights under these Terms and Conditions of Sale are cumulative and in addition to and not exclusive of any rights which boxxe has otherwise in law, whether under statute, at common law or otherwise, and nothing in these Terms and Conditions of Sale is intended to or will be construed as excluding any such rights which boxxe has otherwise in law.
12.4 boxxe may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.5 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of boxxe.
12.6 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
12.7 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Terms and Conditions of Sale and is duly signed or executed by, or on behalf of, boxxe.
12.8 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.9 A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.10 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.11 Nothing in the Contract shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Contract or create any agency between the parties.
12.12 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formations (including non-contractual disputes or claims) will be governed by and construed in accordance with laws of England and Wales.
12.13 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
If you are purchasing Microsoft products, the following terms and conditions shall also apply: Microsoft CSP Policy.
If you are purchasing DELL products, the following terms and conditions shall also apply: Dell Trade Compliance Policy.